Common use of Limited Condition Acquisition Clause in Contracts

Limited Condition Acquisition. (a) For purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the Total Net Leverage Ratio, the Consolidated Total Assets, the Secured Net Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio, (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA but excluding any basket based on satisfaction of the Payment Condition), in each case, in connection with a Limited Condition Acquisition, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date, the Borrowers or other Restricted Subsidiaries could have taken such action on the relevant LCA Test Date in compliance with such representation, warranty, ratio or basket, such representation, warranty, ratio or basket shall be deemed to have been complied with.

Limited Condition Acquisition. (a) For Notwithstanding anything to the contrary in this Agreement but subject to Section 1.09(c), for purposes of (i) determining compliance with any provision of this Agreement which that requires the calculation of the Total Net Leverage Ratio, the Consolidated Total Assets, the Secured Net Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio, (ii) determining compliance with representations, warranties, Defaults defaults or Events events of Default default or (iiiii) testing availability under baskets set forth herein (including, in this Agreement (including baskets measured as a percentage each case with respect to the incurrence of Consolidated Total Assets or Consolidated EBITDA but excluding any basket based on satisfaction of the Payment Conditiondebt pursuant to Section 2.16), in each case, in connection with a Permitted Acquisition or Investment by the Loan Parties, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period Fiscal Quarter ending prior to before the LCA Test Date, the Borrowers or other Restricted Subsidiaries Borrower could have taken such action on the relevant LCA Test Date in compliance with such representation, warranty, ratio or basket, such representation, warranty, ratio or basket shall be deemed to have been complied withwith for such Limited Condition Acquisition; provided that, no LCA Test Date may occur more than 120 days before consummation of the applicable Limited Condition Acquisition or Investment.

Limited Condition Acquisition. (a) For a. Notwithstanding anything to the contrary in this Agreement but subject to Section 1.09(c), for purposes of (i) determining compliance with any provision of this Agreement which that requires the calculation of the Total Net Leverage Ratio, the Consolidated Total Assets, the Secured Net Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio, (ii) determining compliance with representations, warranties, Defaults defaults or Events events of Default default or (iiiii) testing availability under baskets set forth herein (including, in this Agreement (including baskets measured as a percentage each case with respect to the incurrence of Consolidated Total Assets or Consolidated EBITDA but excluding any basket based on satisfaction of the Payment Conditiondebt pursuant to Section 2.16), in each case, in connection with a Permitted Acquisition or Investment by the Loan Parties, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period Fiscal Quarter ending prior to before the LCA Test Date, the Borrowers or other Restricted Subsidiaries Borrower could have taken such action on the relevant LCA Test Date in compliance with such representation, warranty, ratio or basket, such representation, warranty, ratio or basket shall be deemed to have been complied withwith for such Limited Condition Acquisition; provided that, no LCA Test Date may occur more than 120 days before consummation of the applicable Limited Condition Acquisition or Investment.